HNR Acquisition Corp. Files S-1/A Amendment

TL;DR

HNR ACQ filed another S-1/A. Still trying to go public. Oil & Gas SPAC.

AI Summary

HNR Acquisition Corp. filed an S-1/A amendment on August 5, 2024, for its registration statement (No. 333-275378). The company, focused on crude petroleum & natural gas, is based in Houston, TX, with Dante Caravaggio as CEO. This filing is an amendment to their initial registration, indicating ongoing efforts to go public or adjust their offering.

Why It Matters

This S-1/A filing signifies that HNR Acquisition Corp. is continuing its process towards a public offering, providing updated information to potential investors.

Risk Assessment

Risk Level: medium — As a SPAC, HNR Acquisition Corp. faces inherent risks related to finding a suitable target and completing a business combination within its timeframe.

Key Numbers

• 333-275378 — SEC Registration Number (Identifies the specific registration for HNR Acquisition Corp.)
• Amendment No. 5 — Filing Amendment Number (Indicates this is the fifth amendment to the original S-1 filing.)

Key Players & Entities

• HNR Acquisition Corp. (company) — Registrant
• 0001213900-24-065120 (filing_id) — Accession Number
• 20240805 (date) — Filing Date
• 333-275378 (registration_number) — SEC Registration Number
• Dante Caravaggio (person) — Chief Executive Officer
• Matthew Ogurick (person) — Legal Counsel
• Pryor Cashman LLP (company) — Legal Firm
• 7 Times Sq (address) — Legal Counsel Address
• 3730 Kirby Drive, Suite 1200 Houston, TX (address) — Principal Executive Offices
• 713.834.1145 (phone) — Business Phone Number

FAQ

Key Financial Figures

• $0.0001 — of our Class A Common Stock, par value $0.0001 per share ("Class A Common Stock") that
• $11.50 — Warrants") having an exercise price of $11.50 per share that were issued in connectio
• $0.01 — nsideration: (i) a purchase of price of $0.01 per share of Class A Common Stock for t
• $10.00 — (ii) a purchase price of approximately $10.00 per share of Class A Common Stock for t
• $5.00 — Royalty, LLC; (iii) a purchase price of $5.00 per share of Class A Common Stock for t
• $6.77 — ned herein), with an effective price of $6.77 per share of Class A Common Stock; (v)
• $10.11 — ces rendered with an effective price of $10.11 per share of Class A Common Stock; (vi)
• $10.86 — f Class A Common Stock; (vi) a price of $10.86 per share for the Commitment Shares; an
• $150,000,000 — receive proceeds of up to an additional $150,000,000 from the sale of the shares to White Li
• $2.64 — price for our Class A Common Stock was $2.64. Because, in the near term, the exercis
• $75,000,000 — $10.00 per Unit, generating proceeds of $75,000,000. Additionally, the underwriter fully ex
• $11,250,000 — for which we received cash proceeds of $11,250,000. Simultaneously with the closing of the
• $5,050,000 — $10.00 per unit generating proceeds of $5,050,000 in a private placement to our Sponsor a
• $900,000 — the SPAC Contribution, OpCo contributed $900,000 to SPAC Subsidiary in exchange for 100%

Filing Documents

• ea0210503-s1a5_hnracq.htm (S-1/A) — 3048KB
• ea021050301ex5-1_hnracq.htm (EX-5.1) — 32KB
• ea021050301ex23-1_hnracq.htm (EX-23.1) — 2KB
• ea021050301ex23-3_hnracq.htm (EX-23.3) — 3KB
• image_001.jpg (GRAPHIC) — 35KB
• ex5-1_001.jpg (GRAPHIC) — 7KB
• ex5-1_002.jpg (GRAPHIC) — 3KB
• 0001213900-24-065120.txt ( ) — 11008KB
• hnra-20240331.xsd (EX-101.SCH) — 87KB
• hnra-20240331_cal.xml (EX-101.CAL) — 69KB
• hnra-20240331_def.xml (EX-101.DEF) — 471KB
• hnra-20240331_lab.xml (EX-101.LAB) — 767KB
• hnra-20240331_pre.xml (EX-101.PRE) — 479KB
• ea0210503-s1a5_hnracq_htm.xml (XML) — 1184KB

Risk Factors

Risk Factors 11 Special Note Regarding Forward-Looking Statements 43 White Lion Committed Equity Financing 45

Use of Proceeds

Use of Proceeds 48 Business of HNRA 60

Management's Discussion and Analysis of Financial Condition and Results

Management's Discussion and Analysis of Financial Condition and Results of Operations of HNRA 87 Management 100 Compensation of Executive Officers and Directors 105 Beneficial Ownership of Securities 116 Market Prices and Dividends 118 Certain Relationships and Related Transactions 119 Selling Securityholders 122

Description of Securities

Description of Securities 128 Material United States Federal Income Tax Considerations 135 Securities Act Restrictions on Resale of Our Securities 139 Plan of Distribution 140 Legal Matters 143 Experts 143 Where You Can Find More Information 143 Index to Financial Statements F-1 i ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-1 that we filed with the U.S. Securities Exchange Commission (the "SEC"), under which (a) the Company may issue shares of Class A Common Stock issuable upon exercise of the Public Warrants and (b) the Selling Securityholders may, from time to time, sell the Resale Securities offered by them described in this prospectus. We will not receive any proceeds from the sale by such Selling Securityholders of the securities offered by them described in this prospectus. This prospectus also relates to the issuance by us of shares of Class A Common Stock issuable upon the exercise of the Private Placement Warrants, or the Private Warrants. We will receive proceeds to the extent there are any cash exercises of the Public Warrants, the Private Placement Warrants, or the Private Warrants. Neither we nor the Selling Securityholders have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus, any applicable prospectus supplement, or any free writing prospectuses prepared by or on behalf of us or to which we have referred you. Neither we nor the Selling Securityholders take responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. Neither we nor the Selling Securityholders will make an offer to sell these securities in any jurisdiction where such offer or sale is not permitted. No dealer, salesperson, or other person is authorized to give any information or to represent anything not contained in this prospectus, any applicable prospectus supplement o

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View this S-1/A filing on SEC EDGAR